TaroWorks End User Licensing Agreement (“EULA”)

This End User License Agreement (“Agreement”) is entered into between you and TaroWorks LLC (“TaroWorks”) regarding your access and use of the TaroWorks mobile application or the TaroWorks Salesforce application (together, the “TaroWorks Suite”) (each a “Party” and together referred to as “Parties”).  For the purposes of this Agreement, the terms “you” and “your” shall include you and any of your users, employees, consultants, or agents who may use or have access to the TaroWorks Suite.

1.            Your Use of TaroWorks

You acknowledge and agree that you are affiliated with an organization which is a licensee and registered user of a Salesforce.com, Inc. (“Salesforce”) license and will exclusively control and be solely responsible and liable for: (a) your Salesforce account(s) (“SF Account(s)”); (b) all data collected (including using TaroWorks Suite) and stored on Salesforce’s servers and otherwise associated with your SF Account(s); (c) adherence to the Salesforce Master Services Agreement, as updated from time-to-time by Salesforce and found on the Salesforce website: www.salesforce.com/company/legal/agreements (d) use of Salesforce and TaroWorks Suite only for the purposes intended and, in the case of using free Salesforce Partner Community Licenses through TaroWorks, for the purposes as set forth in the  application to Salesforce.

TaroWorks grants you a limited, revocable, nonexclusive, non-transferable license to use the TaroWorks Suite (and related documentation) solely for your internal use, for the purposes as described in this Agreement.  As between you and TaroWorks, you are solely responsible for all access to and use of the TaroWorks Suite.

dataYou grant TaroWorks a worldwide, limited license to access all of your data entered into and collected by the TaroWorks Suite (and, to the extent integrated, into your SF Account(s) and entered into Salesforce’s website), including use of cookies, for purposes of providing you access to TaroWorks Suite and related services. This includes use of data of your clients uploaded to TaroWorks Suite. This includes use of your data with Google Analytics for tracking usage of the TaroWorks Suite mobile application.  The Terms of Service for Google Analytics can be found here: www.google.com/analytics/terms/us.html. Also see: “How Google uses data when you use our partners’ sites or apps”, located at www.google.com/policies/privacy/partners or any other URL Google may provide from time to time.  TaroWorks Data Processing Policy may be found at www.taroworks.org/data-processing-policy.

You will: (a) at all times provide accurate and complete information; (b) be responsible for all activity with respect to the TaroWorks Suite, use reasonable efforts to prevent unauthorized use of your SF Account or the TaroWorks Suite, and promptly report to TaroWorks any actual or suspected unauthorized use of the TaroWorks Suite; (c) use reasonable efforts to enable your internal staff to be available to handle support and technical questions from your field staff; (d) provide TaroWorks with access to your SF Account as necessary for TaroWorks to assist in providing support and obtain any necessary permissions from Salesforce to provide TaroWorks with access; (e) promptly report to TaroWorks any bugs and errors associated with your use of TaroWorks Suite; and (f) purchase and maintain, at your expense, all computers, equipment, Android-enabled devices, and connectivity needed to use TaroWorks Suite.

You agree that you will not (and will not allow any third Party to): (A) modify, adapt, prepare derivative works from, decompile, reverse engineer or dissemble any part of the TaroWorks Suite or otherwise attempt to derive source code from the TaroWorks Suite; (B) copy, distribute, transfer, sell or license the TaroWorks Suite; (C) transfer or attempt to download the TaroWorks Suite onto any other platform other than the Salesforce platform, or onto a device other than an Android-enabled device; or (D) take any action to circumvent, compromise or defeat any security measures implemented in the TaroWorks Suite.

2.            Intellectual Property

You hereby acknowledge that TaroWorks owns and retains all rights, including copyrights, trademark, and other proprietary rights, and title to TaroWorks Suite, and all software, tools, documents, training materials and mobile technologies provided by TaroWorks under this Agreement (“IP”), including all improvements to and derivative works of the IP. You retain all rights, including copyrights and other proprietary rights, and title to all data, documents, materials and other information that you choose to disclose to TaroWorks through use of the TaroWorks Suite. Your right to your data (whether personally identifiable or otherwise) collected through or uploaded or transferred to the Salesforce platform through your SF Account will be governed by your agreement with Salesforce.

3.            Disclaimers

THE TAROWORKS SUITE AND ANY RELATED SOFTWARE, APPLICATIONS, SERVICES, AND DOCUMENTS ARE PROVIDED BY TAROWORKS ON AN “AS IS” AND “AS AVAILABLE” BASIS. TAROWORKS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE IN CONNECTION WITH THIS AGREEMENT. TAROWORKS DOES NOT WARRANT THAT THE TAROWORKS SUITE OR ANY RELATED SOFTWARE, APPLICATIONS, SERVICES, AND DOCUMENTS WILL BE UNINTERRUPTED OR ERROR-FREE.  THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE TAROWORKS SUITE OR ANY RELATED SOFTWARE, APPLICATIONS, SERVICES, AND DOCUMENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAROWORKS EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF CONDITIONS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE HAS BEEN DISCLOSED). YOUR USE OF THE TAROWORKS SUITE IS AT YOUR OWN RISK.

4.            Limitation of Liability

TAROWORKS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY OF LIABILITY (INCLUDING IN CONTRACT, TORT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY)) FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONTINGENT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, TOOLS OR SOFTWARE (INCLUDING WITHOUT LIMITATION, ANY LOSS OF DATA, USE OR BUSINESS; DELAYS, INCONVENIENCE OR BUSINESS INTERRUPTION; OR FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED IN THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TAROWORKS’ MAXIMUM LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED $100 IN THE AGGREGATE.

5.            Termination or Suspension of TaroWorks

You acknowledge and understand that TaroWorks has the right to suspend or terminate your access to the TaroWorks Suite due to breach of this Agreement or any other agreement with TaroWorks. In no case will any such suspension or termination give rise to any liability of TaroWorks to you for any refund or damages. Upon termination, the data you provided to TaroWorks Suite (and Salesforce) may be deleted immediately.

6.            Compliance with Laws

Each Party will comply with all applicable laws and regulations, including, but not limited to, the following:

FCPA. Each Party represents that it is familiar with the provisions of the United States Foreign Corrupt Practices Act (“FCPA”) prohibiting the paying or giving of anything of value either directly or indirectly, to an official of a foreign government, foreign political Party or official thereof, or any candidate for foreign political office, or any official of a public international organization, for the purpose of influencing an act or decision in his/her official capacity, or inducing him/her to use his/her influence with the foreign government (or public international organization, as the case may be), to assist either Party in obtaining or retaining business for or with, or directing business to, any person, or securing any improper advantage. Each Party agrees to comply with these anti-bribery provisions of the FCPA and to take no action that might cause either Party to be in violation of the FCPA. In addition, each Party agrees not to make any payments that would violate local law. Each Party agrees immediately to notify the other Party of any request it receives to take any action that might constitute a violation of the FCPA or local law, as well as of any action that might be construed as a violation of the FCPA or local law.

Terrorist Activities. Each Party warrants that it has not provided and will not knowingly provide, material support or resources to any individual or entity that it knows, or has reason to know, is or acts as an agent for an individual or entity that advocates, plans, sponsors, engages in, or has engaged in terrorist activity. Such individuals and entities may be, but are not necessarily, listed by the United Nations Security Council Resolutions 1267 and 1390; the list promulgated by the European Union pursuant to EU Regulation 2580; the Annex to Executive Order 13224, or may be designated by the United States, under any of the following authorities: Section 219 of the Immigration and Nationality Act (as amended 8 U.S.C. 1189), the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.), the National Emergencies Act (50 U.S.C. 1601 et seq.) or Section 213 (a)(3)(B) of the Immigration and Nationality Act, as amended by the USA PATRIOT Act of 2001 (8 U.S.C. 1182).

Unlawful Activity. Each Party warrants that the property, including funds, it uses in connection with any aspect of this Agreement will not represent proceeds of unlawful activity and neither Party shall attempt to conceal or disguise the origin of any proceeds of unlawful activity.

7.            Additional Representations and Warranties

You hereby represent and warrant that: (A) you have the full authority to enter into this Agreement and perform your obligations under this Agreement; (B) you are solely responsible for compliance with all laws, rules and regulations applicable to the collection, transmission and storage of data (including personally-identifiable data); and (C) you have the right and proper consent to provide all data to TaroWorks, Salesforce and Google Analytics in connection with this Agreement.

8.            Indemnity
You will indemnify TaroWorks against any liability, damage, loss or expense (including reasonable attorneys’ fees) that TaroWorks incurs based on a third-Party claim arising from your breach of your representations, warranties, or obligations under this Agreement.

9.            Confidentiality
Neither Party may disclose any nonpublic information of the other Party or use such information for any purpose other than fulfilling its obligations under this agreement unless compelled by law enforcement or legal process.

10.          Other Licenses and Incorporated Third-Party Software

By using TaroWorks, Organization is using several open source codes that are seamlessly integrated into the TaroWorks Suite. You hereby acknowledge, and agree to abide by, the following license agreements:

(A) The following open source libraries are incorporated into the TaroWorks suite and made available under the Apache License, Version 2.0 (available at https://www.apache.org/licenses): apache-mime4j-0.6, Barcode scan, com.google.guava:guava:17.0, commons-codec, commons-io:2.4, de.mobilej.unmock, dexmaker:1.2, GSON, httpclientandroidlib-4.2.1, httpmime-4.0, Intercome.js, javarosa, joda-time:2.9.7, net.zetetic:android-database-sqlcipher:3.5.7, ODKsurvey-based data gathering, opencsv-2.3, org.apache.commons.lang3, org.apache.commons-imaging, powermock:1.6.5, regexp, robotium-solo:4.3.1.

(B) The following open source libraries are incorporated into the TaroWorks Suite and made available under the MIT License (available at https://opensource.org/licenses/MIT):

Software / Library Name	License Type	Additional License
Class.create.js	Copyright (c) John Resig
encoder.js	Copyright (c) 2010 The OWASP Foundation.
jQuery v2.1.3	Copyright (c) 2005, 2014 jQuery Foundation, Inc	https://jquery.org/license/
jquery.js	Copyright (c) 2011 jQuery Foundation, Inc	https://jquery.org/license/
jquery.tablesorter.min.js	Copyright (c) 2014 Christian Bach
jquery_validate	Copyright (c) 2011 jQuery Foundation, Inc	https://jquery.org/license/
jquerySimpleModal.js	Copyright (c) 2011 jQuery Foundation, Inc	https://jquery.org/license/
jqueryui	Copyright (c) 2011 jQuery Foundation, Inc	https://jquery.org/license/
Jshint	Copyright (c) 2012 Anton Kovalyov
kxml2-2.3.0	Copyright (c) 2002,2003, Stefan Haustein, Oberhausen Rhld., Germany
lodashmin	This software consists of voluntary contributions made by many individuals. For exact contribution history, see the revision history available at https://github.com/lodash/lodash	lodash.com/license
mockito-core:1.10.19	Copyright (c) 2007 Mockito contributors
stacktrace	Domain Public by Eric Wendelin http://www.eriwen.com/ (2008) Luke Smith http://lucassmith.name/ (2008) Loic Dachary loic@dachary.org (2008) Johan Euphrosine proppy@aminche.com (2008) Oyvind Sean Kinsey http://kinsey.no/blog (2010) Victor Homyakov victor-homyakov@users.sourceforge.net (2010)

(C) The following open source libraries are incorporated under the License as indicated below:

Software / Library Name	License Type	Access License & Source Code (Where Applicable)
Backbone	Document Cloud	https://www.documentcloud.org/opensource  https://www.documentcloud.org/terms/api)
com.puppycrawl.tools:checkstyle:5.7	GNU Lesser Public General License (Copyright (C) 1991, 1999 Free Software Foundation, Inc.	https://www.gnu.org/licenses
edit_area_full.js	GNU Lesser Public General License (Copyright (C) 1991, 1999 Free Software Foundation, Inc.	https://www.gnu.org/licenses
json2min	Copyright (c) 2014 Swapnil Shrikhande
jUnit 4.12		https://github.com/junit-team/junit5/blob/master/LICENSE.md
Leaflet: Copyright (c) 2010-2013, Vladimir Agafonkin		http://leafletjs.com
Maps Me: Copyright ©OpenStreetMap contributors		https://www.openstreetmap.org/copyright
multiSelectDropdown.js	Copyright (c) 2017 Eugene Gantz
net.sourceforge.pmd:pmd:5.0.1: Copyright (c) 2003-2009, InfoEther, LLC	BSD Style License	https://github.com/pmd/pmd/blob/master/LICENSE
Rhino1.7.7	Mozilla Public License Version 2.0	https://opensource.org/licenses/MPL-2.0, https://github.com/RobotiumTech/robotium/blob/master/LICENSE
shortcuts: Copyright (c) 2010 Binny V A	BSD License	https://opensource.org/licenses/BSD-2-Clause
the-missing-android-xml-junit-test-runner-release-1.3_2.jar:  Copyright (c) 2011, Polidea All rights reserved		https://github.com/Polidea/the-missing-android-xml-junit-test-runner/blob/master/LICENCE.txt
Underscore	Document Cloud	https://www.documentcloud.org/opensource  https://www.documentcloud.org/terms/api)

11. General Provisions

Publicity/Trademarks. Neither Party will permit or generate any publicity, press release, advertising or promotion concerning this agreement nor any aspect of the relationship with the other Party without the prior written consent of the other.

Nature of the Relationship. Nothing in this Agreement will be construed to create a partnership, joint venture, employment, agency or similar relationship between the parties. Neither Party has the right to bind the other.

Governing Law/Venue. This Agreement is governed by and should be construed in accordance with the laws of the District of Columbia, without regard to any conflicts of law provisions that would permit the law of any other jurisdiction to govern.  The Parties agree to use their best efforts to resolve disputes arising under this Agreement through amicable negotiations.  Any disputes, controversies or claims arising between the Parties under this Agreement that cannot be resolved in negotiations between the Parties shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce (unless otherwise agreed upon by the parties) in force at the date of request for arbitration, which rules are deemed incorporated by reference into this clause.  Such arbitration shall take place in Washington, DC (unless otherwise agreed upon in writing by the Parties), shall be conducted in the English language, and shall be the sole and exclusive forum for the resolution of disputes; the decision of the arbitrator(s) shall be final and binding on the parties.  The arbitrators must have at least 10 years’ experience in the subject matter of this Agreement and render a written decision based on findings of fact and conclusions of law consistent with the terms of this Agreement and the governing law.  The Parties will use reasonable efforts to expedite any arbitration so that it is concluded within ninety (90) days.  Judgment on the award may be entered in any court having jurisdiction thereof.  Each Party hereby irrevocably consents to the service of process in any action or proceeding under the Agreement by sending copies thereof to the party’s address set forth in the “Notices” section.  Notwithstanding the foregoing, TaroWorks may bring a claim in any court of competent jurisdiction as it determines is necessary to protect its intellectual property and other rights in connection with the TaroWorks Suite.

Amendments. This Agreement may be amended by TaroWorks from time to time at its sole discretion. It is your responsibility to follow the most current version of this Agreement found at www.taroworks.org/EULA.

Notices. Notices under this Agreement must be in writing and be sent by email, or other method for which the sender has written or electronic proof of delivery to the other Party. Notices will be considered given when delivered (as evidenced by delivery receipt or other documentation).

If to TaroWorks: By sending electronic notification to hello@taroworks.org or your TaroWorks customer success manager.

If to you: By electronic notification to the organization by which you are affiliated and obtained access to the TaroWorks Suite.

Entire Agreement; Assignment. This agreement is the entire agreement between the Parties and supersedes all (oral and written) discussions and agreements between the Parties concerning its subject matter. You may assign this agreement and any rights under it only with TaroWorks’ prior written consent and any attempted assignment in violation of this provision will be null and void; TaroWorks may assign this agreement at any time.

Waiver. The waiver of any term or breach of this agreement must be in writing and any waiver in one instance will not be considered a waiver in any other instance, whether similar or different.

Severability. If any provision of this agreement is held to be unenforceable, the remaining provisions will nevertheless continue in full force and effect to the full extent permitted by law.

Headings; Including. Section headings in this agreement are for convenience and reference only and should not be used to interpret the meaning or scope of any provision. The word “including” is illustrative and means “including, but not limited to.”

Counterparts.  This Agreement may be executed in any number of counterparts and all counterparts taken together constitute one and the same instrument.  Receipt of an originally executed counterpart signature page by facsimile or an electronic reproduction of an originally executed counterpart signature page by electronic mail is effective execution and delivery of this Agreement.

This Agreement may be updated from time to time at the sole discretion of TaroWorks, and within 15 days of posting on www.taroworks.org/EULA. TaroWorks will use reasonable efforts to inform you of any changes in this Agreement by electronic notification to the organization by which you are affiliated and obtained access to the TaroWorks Suite. You remain responsible for abiding by the terms and conditions of this Agreement at all times.  

*END OF AGREEMENT*

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